Ultimate Justice
by ChocoholicDiabetic1412
Summary: Ben's world has been destroyed and he no longer wants to be a hero so what happens when he and Ship are sent to a world full of them, the Justice League one, Rated T cause of violence.
1. Chapter 1: One Left

Ultimate Justice

I do not own Ben 10 or the Justice League. This will start after Diagon from Ben 10 Ultimate Alien and a year before the first episode of Justice League, I will also be adding aliens from Omniverse but this will not follow that story line but it will follow the Justice League episodes.

"Talking"

" _Thinking_ "

~Telepathic Communications~

" **Transformations** "

 _Flashback_

"Communications"

'Newspapers/TV'

* * *

Chapter 1: One Left

Ben tried to hold his tears in as he looked at the graves he had dug for his family and friends. There was eight of them and he had used **Diamondhead** to create the headstones, making his index finger pointed and sharp to put an inscription on each of them. There was one for his mum, his dad, his grandpa Max, his uncle Frank, his aunt Natalie, Kenneth, Gwen, Kevin and Julie. He didn't have to worry about someone taking the precious stones with no one left on the planet.

He had been on Galvan Prime when he heard the news that Earth had been invaded by a fleet of Vilagax's robots. Azmuth had been making some adjustments to the Ultimatrix after his fight with Diagon, the Rustbucket had been damaged so while Kevin was fixing it, he had borrowed Ship from Julie to make the trip on his own. By the time the two of them had got back it was too late.

Whatever Vilgax had done, it had completely incinerated all organic life, only leaving the skeletal remains of every living thing on Earth. The only reason why his family and friends bodies had been recognisable was because it seemed Vilgax had gone directly after them to personally kill them and left their bloody bodies for him to find. Everyone had been at the Plumbers base after the first day to try and regroup and think of something to delay the Warlord until he could make it back but after three days it wasn't enough. He had seen everything from the cameras in the base, he looked on in horror when he watched them as each person he cared about died at the Warlord's hands.

The tears were streaming down his face now, having failed at keeping them in after remembering the videos, as he looked at the different headstones. Ship was at the side of him with his head down in sadness, he wasn't even saying his usual barrage of "Ship!"

He would have gone after Vilgax due to his both angered and saddened state had it not been for the fact that he had mysteriously disappeared. One moment the Earth had been surrounded by a fleet of his ships and the next, nothing. He could find no trace of him leaving and it had given enough time for Azmuth to arrive and talk some sense into him before he got himself killed.

The car that Kevin had made for him was at the side of him, it had been packed up with all his clothes and most treasured possessions in the trunk ready to be loaded on to Ship and back to Galvan Prime. Azmuth had tried to scan for anything living but to his and Ben's horror, they found nothing. Before he left he offered Ben a place to stay for as long as he wanted which the teen had accepted gratefully. Ben couldn't stay any longer on Earth as the only living thing left, excluding Ship, and as much as he liked to join his family in the afterlife, he would be leaving the Ultimatrix unguarded for anyone to put on. It was his responsibility now even if he no longer wanted to use it and be a hero.

" _It's all my fault, if I had just never left, then I could have prevented all of this. I sometimes wish I had never found the stupid Omnitrix, none of this would have happened then!_ " Except he knew this wasn't true. Without the Omnitrix he wouldn't be where he was today, he wouldn't have met Kevin, Jamie and the Plumbers helpers (Manny Armstrong, Helen Wheels, Pierce Wheels Cooper Daniels, and Alan Albright. Heck the amount of times he nearly died were prevented by the watch being there, but it didn't matter anymore, in his mind, he could never use the Ultimatrix again after failing his family.

"Come on Ship. We need to go" Ben told the Galvanic Mechamorph but before Ship could change into his space ship mode, so they could leave the dead planet behind, a flash of bright blue erupted in front of the them. They had no time to even think about doing anything before the blue light passed over Ben, Ship and his car. When the light had finally faded away, all three had disappeared.

* * *

Outskirts of Central City

Ben blinked once the blue light had gone to find that the whole landscape was different. It was still dark but instead of a brown grassy hill with the graves of his family, he was now on a road in the middle of a sandy terrain, it had a few small bushes and there was a city lit up like a Christmas tree in the distance. A sign next to him said "Welcome to Central City" but as far as he could remember from his geography lessons, there was no such place anywhere on any maps that he had seen.

What finally got him out of his frozen state was that not only could he see lights coming from the city in the distance, but he could also hear noises that were only made with the help of one thing, life.

"It can't be" the teen said aloud, he couldn't even imagine that there were actual humans left, Azmuth must have been wrong when he had done the scan.

" _But then again, Azmuth is rarely wrong and it only happened after that blue light appeared. In fact, it looked a lot like the light when Paradox usually appears_ " his heart nearly stopped at the thought that just maybe, he had been sent back in time. If that was true, then he had time before Vilgax came, he could prevent it all.

He picked up the confused Galvanic Mechamorph and was just about to jump into his car when another voice in his head said " _But Paradox wouldn't do that unless it was meant to happen, if the world hadn't been saved then it means you never went back to stop it or you failed_ "

With his hand still on the handle of his car he mulled that thought over, even if he didn't want to believe it, it was true. Paradox wouldn't mess with the time stream like that unless he was meant to go back in time.

" _If I am in the past then Gwen and Kevin would be alive_ " With nothing else coming to his mind, he put Ship down on the hood of his car who just looked up at him, his head tilted to the side in a questioning manner. He got his phone out of his jacket pocket and dialled Gwen's number. After two rings someone finally answered it but instead of Gwen's voice, it was a man instead and judging from the raspy tone, he was either quite old or a smoker.

"Hello?"

"Um... Hi, I'm looking for Gwen Tennyson, is she there?"

"I'm sorry but I think you have the wrong number, I don't even know anyone called Gwen"

The small bit of hope that he had gained from hearing the noises from the city began to ebb away "Oh... Okay. Sorry for bothering you" he said sadly.

"Don't worry about it young man, goodbye" the other man said before ending the call.

"Bye" Ben said even though he was gone. He was beginning to get a small headache from his confusion. The voice had sounded like he was a human but why did he have Gwen's phone and why wasn't it with Gwen? She would never get rid of her phone as it was a gift from Kevin and even had some alien tech in it, so just giving it away to anyone would be out of the question.

Deciding he would have better luck with her plumbers badge he put the phone away and lifted the Ultimatrix up to activate the communication mode "Gwen? Kevin? Are you there?" The only response he got back was a cackling noise similar to what old radios got when you were going between stations.

"This is starting to become really strange" he sighed out. He looked at the city lights in the distance, wondering what exactly he got himself into this time.

He opened his car door and called to Ship "Come on boy, let's see what's going on here" Ship eagerly jumped off of the hood and bounced into the open door landing on the other side in the passenger seat, Ben got in right behind him and began to drive to Central City, he was going to get to the bottom of this.

He had driven for nearly ten minutes when he finally made it to the beginning of the City and to his shock, it was full of humans!

He drove for another mile or so, he saw nothing out of the ordinary, just people going about with their lives as if nothing had happened.

"Maybe we have gone back in time Ship" he told Ship. However, he was too busy looking out the window with his hands pressed against the glass in excitement at seeing all the people. Luckily for them, the windows were blacked out so no one could see them.

"Just what is going on?" he murmured.

He parked his car next to a row of stores that consisted of an electronics store, with multiple TVs in the window, a small charity shop and a café. Before he got out, he brought his phone back out and told Ship "You're going to need to stay hidden, we don't want to scare anyone and this is the best way to carry you round with me"

"Ship!" He cried, jumping straight at the phone and merging with it. It turned from green and white to primarily black with green circuitry designs running across it and glowing dimly on the now slightly larger phone. A green circle lit up on the dark screen "Ship! Ship!"

Ben placed the phone back into his jacket and got out of the car, only to be nearly knocked down by a red and yellow blur that Ben was sure shouted "Sorry" to him.

"What the..." Ben said aloud and regaining his balance, he rub his eyes wondering what had just happened.

"First time in Central City dear?" Someone asked him. It turned out that it was a small lady who looked to be just a few years older than his grandpa, leaning on a walking stick while the other hand had a bag of groceries. Her white hair was pulled into a loose bun with her bangs framing her oval shaped face and clear blue eyes. She was wearing loose flowery trousers, an orange vest top, a white cardigan and white sandals.

Ben hadn't even noticed her before she spoke up, he really needed to become more alert especially if he was no longer going to use Ultimatrix "How did you know that?"

"Your reaction to the Flash"

"The what?" He asked incredulously still thinking if he had ever seen a red and yellow Kineceleran on Earth or anywhere before.

She laughed a bit at his expression "The Flash, Central City's resident superhero. Why, that's him now on the television" she pointed a finger at the store with all the TV which all had the same video playing on it. Moving closer, he saw a man wearing a nearly full body red suit leaving only his lower face visible to show that he had light coloured skin, he wore yellow boots that stopped just below his knees and yellow lightning bolt designs circling his waist and elbows. His eyes were hidden behind white coverings, he also had two lightning bolts on the side of his head, near his ears along with a white circle in the middle of his chest with another lightning bolt.

He had just knocked out a man holding a blue gun that had been shooting out what looked like ice. The man had darker skin and was wearing a blue suit similar to the red clad man but unlike the other one, he had white boots and gloves with fuzzy stuff at the end. He also had some form of white poncho with a hood that had fallen down to reveal that the man was bald, a yellow utility belt and a blue visor.

Two police officers had picked up the unconscious man who was named Captain Cold from the captions running across the bottom of the screens which read "The Flash stops bank heist by Captain Cold" it was then that Ben noticed that he couldn't have gone back in time because the date was the same as it had been before the blue light.

"He's not as famous as that Superman or Batman fellow just yet but he hasn't been doing this as long as the other two" she said, she put down her bag of groceries to watch the screen without the added weight.

" _Superman? Batman? Who the hell are they?_ " The lady must have noticed his confused look because she frowned and asked "Are you alright dearie? You look a bit lost"

Masking his sadness, he rubbed the back of his neck in embarrassment "I guess you could say I am" he smiled slightly at her "To be honest I don't know where I'm going from here"

The lady seemed to be looking for something, when she seemed to find whatever it was she smiled once again "Well if you need a place to stay, I do have a room up for rent. My son's old room is just collecting dust nowadays"

He was slightly startled by that, he had just met the woman and she was already offering her home to him "I couldn't possibly do that. I mean, you don't even know me"

"Hmm, your right there" she hummed out, a second later she extended her hand towards him "My name is Kay Davies, and you are?"

Taking her hand he said "I'm Ben Tennyson"

"There, now we know each other" she announced and picking her shopping back up "Shall we go then?"

With no other option presenting it self he just nodded at the woman in agreement.

* * *

Time skip

Ben laid on the bed with Ship sleeping on his chest. He had drove himself and Mrs Davis to her house a few blocks away in a more suburban area, it was two stories with red bricks and a small garden out the front with different flowers covering the area. The inside was filled with random bits and bobs "I like to keep things important to me, not what's important to others" and had a cosy feeling to it with the warm orange, yellow and creams. The room he was staying in had pale blue walls and white skirting boards, it contained a single bed, a white wardrobe along with a white desk with nothing on it. A smaller set of draws where next to the head of the bed with a small alarm clock and a darker blue bedside lamp that matched the bed covers, the curtains were also white and opened to show the view of the back garden that had a small cherry blossom tree in the middle.

Mrs Davis, after he helped her to put away her groceries, had commanded that he go to bed before he dropped from exhaustion "Really dearie you look dead on your feet especially with those dark circles under your eyes. We can talk about rent and move your stuff in tomorrow"

Now he was going over everything he had learned today. His phone was able to get signal so he had used the internet to search for Batman and Superman and what he found shocked him. Apparently, they were both superheroes that protected Gotham and Metropolis, another two cities that he had never heard of. When he had typed in the word "Superhero" he got even more results, Green Arrow, Hawkgirl (who was an alien) and even three separate results for Green Lantern who were and intergalactic police force like the Plumbers but there was nothing about him. When he had searched for Bellwood nothing came up either, it was as if it never existed.

He was confused for quite some time until he remembered the time he went to that parallel dimension, it had been filled with people who had tiny machines called nanites in them and he had even helped a guy named Rex Salazar defeat an entity called Alpha.

"So I'm in a different dimension, one full of superheroes" he said out loud, still scratching Ship's head.

" _If Paradox is behind this, why did he do it?_ " Ben could never figure what was going through the time traveller's head but he usually had a reasoning behind his methods, he would just have to wait until he finally told Ben what it was. Although, he also never knew when that was going to happen, it could be weeks, months maybe even years. He watched as the tired Galvanic Mechamorph slept, it had been a long few days for the both of them, especially since Ship had to travel to Galvan Prime and back as fast as he could. The poor thing hadn't even wanted to leave Julie's grave at first and when he had first found her still body, he had tried to get her to move by nudging her sobbing out "Ship" hysterically.

He considered his options, on the one hand, he could try to find a way back into his universe and live alone until the day he died to keep the Ultimatrix safe or he could stay here where no one even knew about its existence. He eyed the gauntlet on his wrist, he still couldn't take it off in case someone else makes it work here but at least he didn't have to use it anymore.

" _I may not know how I got here but it's probably for the best, I did say I no longer wanted to be a hero. What better place to be than in a universe full of them_ "

"Starting from now, there is no more Ben 10" he whispered, he turned over to turn the light off plunging the room into semi darkness with the moon shining through the window and fell into the first dreamless sleep since he's lost everything.

* * *

Kay Davies is my OC and does not relate to Ben 10 or the Justice League. I hope you enjoy this because I absolutely love both, plus it gives me another reason to watch Justice league all over again (Although, is there ever really need of a reason)

-CD


	2. Chapter 2: Alien Invasion

Ultimate Justice

I do not own Ben 10 or the Justice League.

"Talking"

" _Thinking_ "

~Telepathic Communications~

" **Transformations** "

 _Flashback_

"Communications"

'Newspapers'

* * *

Chapter 2: Alien Invasion

Ben smiled at the customer who had just left with her smoothie. He couldn't believe that there was no Mr Smoothie in this universe, so using the money from his universe that he didn't know what to do with at the time, he decided to make his own. He knew every flavour off by heart and it was a perfect way to pay for his rent, especially since he had no proof of his identity to prove who he was, he couldn't just apply for a job without using someone like **Grey Matter** to make the necessary papers for it.

A pain suddenly exploded in his head causing him to grip it in pain, luckily he was the only one left as it was nearly closing time. His employee had to get home early because she couldn't find anyone to pick up her son so he had decided to take her place as everyone else had gone home. He usually stayed in the back going over wages or thinking up new combinations to sell, but there was a few occasions that he worked up front. He could even work at Mrs Davies' house if he really wanted to most days.

He rubbed his head in slight annoyance when the pain disappeared as quickly as it had come. For the past few weeks he been getting unusual noises in his head along with flashes of images that he had no idea where they came from. Deciding to just forget about it for now, he turned his attention to the TV in the corner of the room where Superman was disarming the last of the nuclear missiles.

The now 19 year old wasn't so sure what to make of the world disarming all their missiles. It was good, as it meant no one was going to be firing them at each other for some reason or another but he couldn't help feel that something bad was going to happen with Superman being the Earth's only force against an invasion. Sure Ben had been the main hero in his world but he would never have been able to save the world most of the time without the help of his family and friends.

He looked around the store to see it was empty, all the white and green circular tables had been cleaned and so had the light green tiled floor. It looked similar to a dinner with the black cushioned booths lining the walls and giving a view of the park across the street.

Looking up at the wall, he saw that the clock showed that he only had five minutes left when the door of the store nearly flew off its hinges as a familiar red blur came racing in to stop in front of him.

They stared at each other for a moment when the Flash finally stated "You're not Katie"

That caused Ben to snort at the speedster "Nope, last time I checked my name was Ben. Katie had to go home early to pick up her son"

He slumped slightly in gloom "Aw damn it, I was hoping to catch her before her shift ended, see if she wanted to go on a date"

Ben shook his head at the thought of Katie getting with the Flash "You do realise that she has a boyfriend, she thinks you're just being really nice to her, not flirting" he told the Flash who looked even more depressed.

"Seriously, are all the girls taken" he whined dramatically.

"You just have some bad luck, I'm sure it won't last forever" he teased the hero "Is that the only reason why you are here because I kinda need to lock up in a few minutes?"

"No, I'll have a double chocolate and strawberry smoothie, mega sized please" he order, pulling a wallet out from literally from nowhere.

Staring at the wallet in curiosity, he wondered where exactly he kept it as he had used his speed and he didn't see anywhere on the suit for him to put it, he started to make the requested drink and filling a large white and green cup. The Flash had already gotten the correct amount of money and as soon as he passed the drink over to him, he immediately began to drink.

Five seconds later, Ben could hear the distinctive sound of when there was nothing left in the cup. He then let out a large belch "Ah, that's much better" seeing the questioning look on Ben's face, he must have guessed what he wanted to ask because he said "I have a fast metabolism so I need a lot of calories and I do get brain freeze but it comes and goes so fast that I don't even notice it"

"Huh lucky. I've had so many that I don't even get them anymore, it took a while and a lot of smoothies a day" he glanced at the clock to see that it finally said 6 o'clock so he started to turn off the only machine left on.

"Well I better get going, thanks for the smoothie and say hi to Katie for me" the speedster requested from behind him and then leaving so fast that he could feel a blast of air from his departure.

Ben walked towards the main office was to hang up his apron and put on his green jacket. He had thought about not wearing it anymore and simply buying a different jacket but he kept it for sentimental reasons but he couldn't wear it when he was working. He decided to keep the uniform informal so he could wear any top underneath his apron as long as it was black. He would look suspicious if he kept his green jacket on underneath the apron, even if he didn't get particularly hot in it thanks to some spells Gwen had put on it so that he could hide the gauntlet like watch without getting heat stroke.

Thinking about his cousin sent a pain through his heart. A year had dulled the pain but every time he thought of his Earth but it was still there. Mrs Davies had been a great help even if she didn't know about his past, her presence helped him a lot and Ship seemed to like her. When he left him home on his own and Mrs Davies wasn't there, he would change his form so that he could help around the house a bit. Ben was actually surprised that Kay had yet to see the Galvanic Metamorphic but he had warned Ship to always hide when she came home from wherever she had gone for the day.

With everything locked up, he began to walk to the nearest store to pick up some things that they had run out of. He hadn't taken his car today because it had been really sunny and he had decided to walk instead.

* * *

Time skip

"Mrs D! I'm back and I have your bread and milk" he called out as he walked through the door but he got no response from her as he headed straight towards the kitchen to put the items away, he could hear the TV on so he headed in there "Mrs D, are you..." He stopped in his tracks when he saw both Mrs Davies and Ship sitting on the couch watching the screen.

"Umm... I can explain" He didn't know what to do, Kay obviously must know that Ship was beside her because her hand was resting on his head but that was not the reaction he was expecting from her if she ever found out about him.

"I think you should see this Ben" she told him, her eyes never once leaving the screen.

Looking at the TV, he saw Superman attempting to fight off a giant three legged thing. It was mostly white with some red circles on its body and black lines inside and a giant head that was shooting red laser from the biggest red blob and causing lots of explosions in the city. He looked at the headline to see that this was in Metropolis and they were aliens.

It didn't look like that anything Superman did slowed the thing down, he just ended up getting blasted himself. In the end, Mrs Davies turned it off when fighter jets began to fire at the alien, the whole house was silent when she did.

Ben didn't know what to do, since he had been here nothing this bad had happened that not even Superman could do anything.

"You should go" Mrs Davies said suddenly.

"I don't know what you're talking about"

"Ben I am neither blind nor stupid, I notice how you restrain yourself every time you see trouble, especially when other heroes are involved like you have done that sort of thing before. I also noticed this little guy" she scratched Ship a little harder making him purr in contempt "Ages ago, kind of hard to miss when I come home to see him turn into a hoover and clean the house but I've waited until you were ready to tell me about it"

"Do you know why I offered you a place to stay when I only just met you" she asked patting Ship on his head.

"No"

"It's because you remind me of my son" she looked at a framed picture next to her, it had a much younger Mrs Davies standing next to a young man who was taller than her by a few inches. He had light brown, short hair with some lighter highlights in them, his eyes were the same blue as Mrs Davies along with his nose but the rest of his face was square shaped, obviously coming from his dad. He was wearing army combats and had an arm wrapped around Mrs Davies waist, pulling her into a hug with both of them smiling widely at the camera "When he was younger he always wanted to be a hero so as soon as he was old enough he joined the army. He fought with men and women who we considered family, some even came over for the holidays" she was obviously smiling as she remembered the fond memories but then, she suddenly looked sad "Then one day, his unit drove on to a minefield trap, he was the only one that came out relatively unharmed. Almost everyone else had died except for one but she was paralysed from the waist down and can never walk again. He blamed himself for their deaths and said he could no longer be a hero for failing them. I tried everything to get the light back in his but it just wasn't working, I'll admit that I was glad he wasn't putting himself in danger anymore with stopping muggings, even when knives and guns were involved, but I knew that this was not how he wanted to live, he was just a shadow of himself. He finally came back when his friend, the one who was paralysed, came over pulled him down to her level and smacked him across the face. She then ranted on about how none of his friends would never had seen it as his fault and they would be horrified to see what he has become. With her help, he finally got his will to live back" she picked up to picture to look at it more closely and then turned her sights on Ben.

"You had the same look in your eyes that he did, like you lost someone important and blamed yourself for it. I couldn't let that happen so I asked you to live with me so I could try and help you" she finished, still staring intensely at the younger man.

Ben thought about what she said, before he came here he had been wrapped up in depression for days that not even Azmuth could get him out of but Mrs Davies had subtlety comfort him without him even realising it. Although he still felt it was his fault, he didn't feel the gut wrenching feeling as strongly and he was thankful of her for that.

The silence only lasted a few seconds when she asked him "So what are you going to do Ben?" both she and Ship were looking up at him expectantly.

"I will help this one time but as for helping afterwards" he shrugs his shoulders "I'll see"

Before he could leave, he quickly dashed into the garage to get a certain devices from the trunk of his car. He hadn't touched it since he got here as it was filled with the stuff that Kevin had collected as reminders of what they had been through. Not allowing himself to be distracted by the memories, he picked up a teal band that he slipped onto the opposite hand to the Ultimatrix along with picking up a silver circular device with a green orb in the middle. He brought the object back into the living room and placed it on the table, Mrs Davies' curiosity piqued when a green screen suddenly appeared and Ben punched in what seemed like random numbers, when he finished he looked at her and pointing to one of the buttons he said "As soon as I am gone, I want you to press this button, a barrier will be activated around the house and will keep any aliens out"

She nodded in agreement and watched the blob like creature jumped down crying out "Ship!" In excitement " _I'm really need to learn his name_ " she thought to herself. They both just about to leave when she called out "Do you know where you're going?"

He turned back to smile at her "I have a general idea about who knows how to stop this"

She nodded at him, he was gone before she could say to him "Be careful please"

* * *

Time skip

Diana deflected more of the harmful beams to protect the winged female behind her but she knew that they would be overpowered with the amount of strange flying things there were.

Another was just about to fire at her and she prepared to deflect that one as well when a shot of green energy hit it and caused it to explode, the thing that shot at it was a strange squared shaped flying machine.

John had been using his ring to create a variety of objects to either hit or blast the ships when an unknown green light came from behind him and hit one of the red and white ships that the Green Lantern had not seen. A green and black blur shot past him and continued to fire an arsenal of weapons at the other ones.

Superman suddenly flew up by the side of him along with the green man who was wearing a long blue cape with matching blue pants and boots. A red 'X' was on his chest and he also had completely red eyes that was starting at the new ship.

"Who's flying that thing?" Superman asked him which in turn made John give him a deadpan look and a raised eyebrow at the question "Aren't you the one with X-Ray vision?"

The man of steel looked sheepish at forgetting that he had that power, he began to stare intensely at it when surprise flashed across his face "There's no one flying it" he stated.

"Must be on autopilot then"

"Yeah but where's the one who controlling it?" Superman asked.

"I sense that the ship has a conscious" J'onn suddenly said, he surprised the both of them as they forgot that he was there.

"How can a ship have a conscious?" Superman asked the alien.

"I do not know" J'onn told them.

They were so focused on the appearance of the craft that they had not noticed that one of the other ships wings had been blasted causing it to crash into the rock above the two females. They both closed their eyes in preparation for it to hit them but just as it was about to hit them, they both felt something very cold grip their arms. When they didn't feel any pain from the debris they opened their eyes to see that it had gone through them, a tug on their arms moved them out of the remains and shifted both their attention to the one who must have saved them. It was a strange being in a blue and black cloak looking like a ghostly spectre, the parts they could see were its legs, arms and part of its face. The feet were black, had two talons on the front and one on the back, going up led to dark blue colour with lighter blue markings. It's hands were similar but he had only four talons, the face from what they could see was black with the same blue markings and giant green bug eyes, when it breathed out of its mouth a fine mist came out as if it was cold.

"Are you okay?" A chilling voice asked them, it sounded male but they couldn't tell as he finally released them.

"We're fine" Hawkgirl said, flexing her wings to make sure they were okay.

"Good" he looked around to see that all the alien aircrafts had been destroyed and Ship was landing by Batman's plane "Looks like it's over, we should probably go over to the rest of them"

They got even more of a shock when the creature's robes moved to reveal that they were actually a pair of black and blue wings and antennas, showing them his insect like body. The chest and abdomen are were blue while the rest was black, on the centre of his chest was a circular black and green device shaped like an hour glass. He flapped his wings lightly so that he hovered just above the ground "Are you coming?" They both nodded and lifted off the ground to follow him over to the others.

As soon as **Big Chill** landed and had folded his wings back down, he looked around to see who else was there.

The first one he noticed was Batman, he was standing next to the Flash who was holding a piece of the black plane behind them. His suit was mostly grey with black boots that came half way up his calf, matching black gloves with spikes on them that came to just under his elbows and black pants. His cape ended in jagged points and connected to his mask which had two points that looked like bat ears, his eyes were hidden behind white lenses but Ben could swear they were watching everyone. A yellow utility belt was strapped around his waist and his chest displayed a black bat.

The second one that **Big Chill** knew was the Man of Steel himself, Superman. He was a Caucasian looking muscular man wearing his usual blue suit with red boots coming up to just under his knees, a red cape that fell below his knees and red pants with a yellow belt around them. His eyes were icy blue, his hair was short and black and his chest had his own emblem on it that was a red S in a yellow and red shield.

Standing next to him was one of the three Earth Green Lanterns, he remembered that he apparently got his powers from the green ring on his finger that had the same emblem on his chest but in green and white. Most of what he wore was black apart from the green on his cuffs, boots and the top of his suit. He had dark skin, short black hair that was shaved close to his head and light green eyes that glowed slightly, probably because of the ring.

The last one he recognised was the woman with the giant greyish, feathered wings. She was wearing a yellow and red leotard that cut off at the top and was separated by a black belt with a silver circle buckle. Dark green leggings covered her legs and ended in red boots that had a gold line in the middle. Her hair was red and ended a little under her shoulders, half her face was covered by a bronze and black hawk shaped mask so you could only see the bottom part of her face and her green eyes. Her silver mace was clutched tightly in her hand.

The last two he had never seen or heard of before. The man might have been an alien because he was completely green but it might just have something to do with his powers. He wore a shiny blue cape with matching boots and pants, a red 'X' crossed over his chest that started from two yellow circles on his cape and ended somewhere behind his back. He also had a red belt with a yellow square buckle above his pants, no hair and completely red eyes.

The final one was one of the ones he had helped when that ship came crashing at them. Her dark waves of black hair came down to the middle of her back with a gold tiara on top with a red star in the middle. She was also wearing a leotard but hers was red and blue but she had nothing covering her legs like Hawkgirl, the colours were separated by gold which was also on the top part and looked like two 'W' on top of each other. The blue pants had three white stars on them and there was two silver stars on her ears, she was wearing metal cuffs on her arms that **Big Chill** remembered were able to deflect the red beams earlier. Her skin was lightly tanned and her eyes were a clear light blue. Her red heeled boots stopped just under her knees and had a silver strip through the middle, she also had a golden lasso attached to her hip.

"Woah!" Flash suddenly said, noticing the dark haired woman he handed the chunk of metal to Batman and rushed over to her "Where have you been all my life?"

"Themyscira" she simply replied as if it was obvious. Flash just looked at her in confusion along with **Big Chill** , neither of them knowing where that was.

"The home of the Amazons" Hawkgirl announced, she was looking at the other woman in disbelief "I always thought it was merely a legend"

"I assure you, it is real as the ground on which we stand" the woman replied to her "I am Diana, Princess of the Amazons"

"Pinch me, I must be dreaming" Flash said but yelped in surprise when **Big Chill** touched his shoulder to get his attention "Head out of the clouds lover boy"

"Themyscira is protected by the gods" Diana continued on ignoring Flash "But I could not idly stand by while the rest of the world was in danger"

"It was lucky that you showed up when you did" Superman said.

"No, not luck" The green skin man suddenly said making him get everyone's attention "I telepathically summoned them"

Deciding to try and find out who the final person of their group was, he walked in front of the man and held out one of his clawed hands "Sorry but I didn't get your name, you're an alien right?"

"I am J'onn J'onzz, a Martian" he told the insect like creature and shaking his hand that was ice cold.

"Huh, never met a Martian before. I'm **Big Chill** and at the moment, I'm a Necrofriggian"

"What do you mean at the moment? I've never even heard of you before" Batman interrogated, glaring at **Big Chill** in distrust, he didn't know anything about this guy and it worried him that he didn't know at least three people here.

 **Big Chill** stared at Batman in thought, he was said to be the world's greatest detective and was likely not trusting him because he knew nothing about him. Deciding to get it out of the way sooner rather than later, he just stood there absolutely still and said "Well I don't always look like this"

A green flash caused everyone to cover their eyes as to not be blinded by it but when they looked again, instead of a moth man there was a human. He seemed to be about 19 or 20 years old with short brown hair, his eyes were covered by a light green visor. His suit looked to be like a thin covering of metal that moved smoothly when he shifted, it was primarily the same colour green as the visor with black stripes going up his sides. The sleeves stopped just before his hands and his left arm had a green futuristic gauntlet with a green and black hourglass in the middle. Black boots came half way up his calf along with a black belt that had the same green and black hourglass symbol. He also had a black circle on above his heart with a white number 10 in the middle.

"When I'm like this you can call me Ben 10" Ben was lucky that Azmuth has created him a protective suit before, complaining about him relying on the Ultimatrix for simple matters, but this was the first time he had tried it out. He had seen the design of it and when he had asked why he had a visor to hide his identity Azmuth had replied sarcastically "Oh it's just in case someone out there doesn't know your identity" the only material that he could remember was in the suit was Taydenite and that was practically woven into the fabric to make it like a fabric armour.

"Wow" Flash said in awe, everyone else was having the same thought but Flash was the only one to voice it. The Scarlet Speedster then pointed towards the black and green ship whose weapons had disappeared.

"Is that ship yours?"

Before Ben could reply, Ship let out a drone to answer him "SHIP!" Everyone stared at the ship in shock "Did it just answer me?"

Ben smirked slightly, if that was the reaction to Ship talking he couldn't wait to see their faces when he change into a different alien "Come here Ship, say hi to everyone"

Their jaws practically dropped when the green and black ship began to shrink down until they were left with what looked to be a black, blob like seal. It had green lines all over its body and a green circle on its face, it bounded its way over to Flash putting its two blob hands on his knees, just like a dog waiting to be petted, and repeatedly saying "Ship!" Excitedly.

Flash awkwardly began to pet its head gently, not sure what else to do with it "Uh, good boy"

"So that is why I felt as if the ship had a mind" J'onn said to himself but Ben still heard him.

"Yeah, he's basically a pet that can merge with machines and make them more advanced"

"Where on Earth did you get him from?" Flash asked, he had crouched down so that he could scratch Ship all over making the little guy practically purr at the attention.

"How about stories after we find out what is going on right now?" Everyone agreed and turned to J'onn waiting for him to explain.

"So, J'onn J'onzz" Diana said, looking at the alien while Superman finished reattaching the wing to Batman's plane but still listening in thanks to his super hearing "You came from Mars to warn us?"

"This is just too weird" Flash commented, Ship was now on his back so that Flash could rub his tummy, it looked like he absolutely loved the attention the Speedster was giving him.

"I've seen way stranger things than this" Ben told him.

"We first encountered them a thousand of your earth years ago" J'onn began as his eyes started to glow. Suddenly, Ben and everyone else found themselves standing on Mars, but instead of red wasteland, it was a beautiful city.

" _He must be showing us his memories of the time_ " Ben thought looking around the magnificent city.

"It was a golden age" J'onn said as they all saw Martians walking around, seeming to be living in peace "Our Martian civilization was at the height of its peace and prosperity"

The scene suddenly shifted so they were now on top of a balcony along with two Martians, one male and a female, who were happily looking at the city. Ben had a sneaking suspicion that the male Martian was actually J'onn since these were his memories.

"And then, they arrived" all of a sudden, a dozen fiery meteors came hurtling towards Mars, causing destruction everywhere they landed.

"From where they came from, no one knew" J'onn continued "But they were determined to make our planet their own" the image then showed the same giant white monsters firing at the city, destroying everything just like what they were doing to Earth.

They saw one Martian throw a grenade at one monster, destroying it in a burst of flames "We Martians were a peaceful race, and the taking of any life was abhorrent to us. But we quickly learned the ways of war"

The image once again shifted to show captured Martians being herded by pale aliens, hitting them with guns and firing at them "For centuries, the battle raged on. Every trace of our once great civilization was obliterated. We fought valiantly but the invaders were parasites who fed our physic energy. They even absorbed our shape-shifting abilities"

The next image showed Martians being trapped in red eggs while the aliens absorbed the Martians' shape-shifting abilities, the pain was clear on their faces making Ben seethe in anger at what they were doing.

"Finally, a small group of Martian survivors planned one final, desperate attack" the image now showed a group of Martians wearing masks and holding guns, they were charging inside the aliens' base. The managed to kill a few of the white aliens but it wasn't long until they were completely outnumbered, only one Martian was left. That Martian then hid behind a wall to pull out a device, which he activated and threw at the oncoming invaders, he threw more of these down holes to spread throughout the whole stronghold.

"Inside their underground stronghold, we unleashed a powerful nerve gas that paralyzed them"

The smoke began to clear showing them the Martian walking pass the aliens, who were frozen like statues. The Martian removed his mask, revealing that it was in fact J'onn. He looked around him to see that his brethren had all died in the attack.

"The attack was successful, but the cost was dear. I was the only survivor. The last of my kind"

A great sadness came over Ben as he thought " _He's just like me_ " Ship must have moved away from Flash because he felt him but his head against his leg in comfort but they were all still in J'onn's memories so he couldn't see him.

They now watched as J'onn closed the entrance of the strong hold, sealing of the invaders forever.

"I sealed up their citadel to keep them in a constant state of suspended animation" the images finally disappeared, Ben found himself back on Earth like the rest of them "For years I stood guard over them. But then, while I was in a hibernation cycle, astronauts from Earth unsealed the stronghold and accidentally revive the Invaders"

"But those astronauts never said a word about finding life on Mars" Flash suddenly declared.

Green Lantern snorted at the idea "Some pencil pusher in Washington probably decided it should be classified information" he said.

"With all the Martians gone, the Invaders have nothing left to feed upon" J'onn said, walking towards the group completely serious "So they turned their sights to Earth. I narrowly escaped and came here to warn of the coming danger. While I was being held against my will, the Invaders sent advanced agents to disable Earth's defences"

"That's why they sabotaged the deep space monitoring network" Batman said "So we couldn't detect their activities"

"We got to stop them before it's too late!" Green Lantern exclaimed, his eyes glowing an even brighter green than before but before he could fly off, J'onn spoke again.

"It may already be too late" he was looking at the horizon as if he was waiting for something. They all noticed strange black clouds that where spreading across the sky in the distance.

"What was that?" Diana exclaimed as they all heard the thunder.

"It has begun" J'onn said, looking at the dark storm clouds on the horizon and the yellow lightning that followed, everyone else stared at it with wide eyes.

"This is starting to look vaguely familiar" Ben whispered not realising that Batman had moved closer to him and heard what he had said along with Superman thanks, once again, to his super hearing, both looked at the boy in curiosity at what he meant by that.

"What are they doing?" Hawkgirl asked, she looked at J'onn for the answer.

"The Invaders are nocturnal" J'onn replied "They want to block out the sun so they can live in perpetual darkness"

"Friends of yours?" Flash joked looking at Batman.

"This isn't a joke" Batman glared at the speedster.

Flash then walked over towards J'onn "What's the big problem? Can't you just whip up another batch of that nerve gas?" he questioned.

"Sadly, no" J'onn replied, making Flash frown "The gas can only be made by a rare Martian plant. I brought a sample with me, but it was destroyed while I was captured"

"Uh, what's plan B?" Flash asked.

"We have to take out those factories" Diana suggested.

"Lady, this is no job for amateurs like you two" Green Lantern stated, looking at both Ben and Diana.

Ben couldn't believe what he was hearing, him an amateur was like saying that **Rath** was a harmless kitten. He bet he had even been doing this longer than Green Lantern had.

"We Amazons are warriors born" Wonder Woman said, she was glaring at Green Lantern as if dare him to prove her wrong "Want to test me?"

Green Lantern glared straight back and walked towards her. Ben quickly walked in between the two of them so they didn't start fighting but sent an annoyed look at Green Lantern.

"Don't judge someone before you get to know them, you don't know anything about us so you have no right to say what we can and cannot do. Besides we have other problems to deal with right now, in case you haven't noticed we're being invaded"

"He's got a point, let's not fight amongst ourselves" Superman said, he walked towards the three of them and put a hand on Green Lantern's shoulder "John, we're gonna need all the help we can get"

"Fine" Green Lantern said, huffing "Sorry, your Highness" He then walked to the centre of the group with a calculative look on his face.

"Tactically, we'll have multiple objections, so we need to split into teams" he said.

"Dibs on the Amazon!" Flash said as he appeared beside Diana all of a sudden with his arm slung on her shoulder. Diana gave him incredulous as if judging the mentality of him which made Ben shake his head in amusement at the Speedster's attempt at getting the princess's attention.

* * *

 **Jmw:** Yeah that was my pairing for Ben in the first place but it won't happen for a while.

Thank you **Autumn Fantasy, Br0kenThOrn, Fox Among Foxes, Gabrielus Prime, KHfreak21, Lilithia Wen, Mcjiggins, Muncher50, Nomadsgills79, OmniNinja, Overlord Ormise, Pikakid2266, Sal198, StarCarnage, Stormrider019, WarBerserk, animefan146, anubas, bookwormrdd, curlyjr, dragmontheallmighty, fillnow21, hayato bomber, jiji-kitten, knightblazer85, lyokoMARVELanime, murry21, novafire, queen of cheese covered 11amas, ronnyc123, xflasher** for following this story and **ShadowPoisonCrystal, Requiem of Twilight, Jmw, StarCarnage, xflasher, ethiopian1987, animefan146, OmniNinja** for reviewing. Glad you all seem to like it.

-CD


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